Knowledge Base

Q:

Can the executive director also serve on our organization’s board of directors?

A:

Yes in most states, but it's generally discouraged. While the majority of states do not prohibit the executive director or other paid staff members from serving on their organization’s governing board, this type of arrangement could lead to conflicts of interest stemming from the board’s role in oversight. Since the board is responsible for evaluating the performance of key staff, it would be a direct conflict of interest for an executive director to participate in board decisions about employee performance and compensation, especially their own. It would also be difficult for the executive director to make impartial decisions relating to such issues as staff cuts, budget allocations, and changes to programming.

Excluding the executive director from board service does not mean, however, that they can’t attend board meetings. Executive directors can and should be part of important board discussions. They are, after all, likely to be the most well-informed individual in the organization when it comes to understanding the mission, programs, and finances of the nonprofit. It can be good practice to include the executive director as an ex-officio or non-voting member of the board so that they may participate in board meetings but still avoid the appearance of any conflicts of interest.

In cases where the executive director might still have a seat on the board, it’s important to have an effective conflict of interest policy. This policy should state when it is necessary for any board member, including the executive director, to recuse themselves from certain votes or discussions where a conflict of interest may exist.